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Item 9A. Controls and Procedures

2023-12-18 compared with 2022-12-06 · 61 added, 13 removed, 343 unchanged (18% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”).

Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information required to be disclosed by us in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to HP’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter.

Based on that evaluation, our principal executive officer and principal financial officer concluded that there has not been any change in our internal control over financial reporting during the fourth quarter of fiscal year 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date due to the unremediated material weakness in our internal control over financial reporting described below.

See Management’s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm on our internal control over financial reporting in Item 8, which are incorporated herein by reference.

Remediation of Previously Reported Material Weaknesses

As previously reported in the Company’s Form 10-Q for the quarter ended July 31, 2023 and Amended Annual Report on Form 10-K/A for the fiscal year ended October 31, 2022, we previously identified material weaknesses in internal control over financial reporting due to design deficiencies involving:

(i) recognition of revenue for a Personal Systems customer’s transactions involving third-party financing;

and (ii) undue reliance on a payment application for certain sales incentive programs in EMEA, associated with variable consideration of approximately 4% of total consolidated revenues, for which management did not receive the System and Organization Controls Type 1 (SOC-1) Report timely and did not have effective complementary user entity controls.

The material weakness described in clause (i) resulted in an error related to a revenue contract in our Personal Systems segment that comprises less than 1% of total consolidated revenues for the impacted periods.

As a result, we revised our Consolidated Financial Statements for the fiscal years ended 2022, 2021, and 2020 in the Amended Annual Report on Form 10-K/A for the fiscal year ended October 31, 2022 and certain prior period financial statements in the Company’s Form 10-Q for the quarter ended July 31, 2023 for this error and other previously identified errors, the impact of which was not material to our previously filed financial statements.

The material weakness described in clause (ii) above did not result in any errors.

The Company’s management, under the oversight of the Audit Committee, executed a remediation plan to address these deficiencies, which included

• Designing prevent and detect controls specific to the impacted business activity;

• Enhancing its processes and controls to help ensure the timely review of the SOC-1 report in conjunction with designing and implementing related, effective complementary user entity controls associated with the sales incentive payment processing application.

During the quarter ended October 31, 2023, we completed our testing of the operating effectiveness of internal controls impacted by these remediation efforts and determined that as a result of the measures described above, the material weaknesses have been remediated as of October 31, 2023.

Additional Material Weakness

During the fourth quarter of fiscal year 2023, management identified an additional material weakness in internal control over financial reporting.

The material weakness resulted from undue reliance on information generated from certain software solutions affecting net revenue without effectively designed information technology general controls (“ITGCs”), specifically around user access and change management.

Information generated from these software solutions is used by management in accounting for net revenue, including estimating variable consideration, and certain of these software solutions are used in the processing of revenue related transactions.

This material weakness did not result in any errors.

While this material weakness did not result in a material misstatement of our financial statements, there is a reasonable possibility that it could have resulted in a material misstatement in the Company's annual or interim consolidated financial statements that would not be detected.

Accordingly, we determined that it constituted a material weakness.

With respect to the material weakness above, management, under the oversight of the Audit Committee, is in the process of designing appropriate ITGCs specific to the impacted software solutions.

While we have taken steps to implement our remediation plan, the material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.

The Company will monitor the effectiveness of its remediation plan and refine its remediation plan as appropriate.

Changes in Internal Control over Financial Reporting

As described above, we have taken and continue to take steps to remediate the material weaknesses in our internal control over financial reporting described above.

Other than in connection with the remediation process described above, no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Our directors and officers (as defined in Exchange Act Rule 16a-1(f)) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.

During the three months ended October 31, 2023, no such plans or other arrangements were adopted or terminated .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

27 unchanged sentences

1 Election of Directors.”

Principal Accounting Fees and Services.

Principal Accountant Fees and Services.

Information regarding principal accounting fees and services is set forth under “Audit Matters—Board Proposal No.

2 Ratification of Independent Registered Public Accounting Firm—Principal Accounting Fees and Services” in the Proxy Statement, which information is incorporated herein by reference.

2 Ratification of Independent Registered Public Accounting Firm—Principal Accountant Fees and Services” in the Proxy Statement, which information is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

35 unchanged sentences

3(e) Registrant’s Amended and Restated Bylaws.

8-K 001-04423 3.1 February 13, 2019

3(f) Certificate of Designations of Series A Junior Participating Preferred Stock of HP Inc.

18 unchanged sentences

4(h) Description of HP Inc.’s securities.

10-K 001-04423 4(j) December 12, 2019

4(i) Indenture, dated as of June 17, 2020, between HP Inc.

195 unchanged sentences

10(t)(t)(t) Amendment Number Five to Registrant’s 2005 Executive Deferred Compensation Plan.*

10-K 001-04423 10(t)(t)(t) December 6, 2022

10(u)(u)(u) Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*

10-Q 001-04423 10(u)(u)(u) March 1, 2023

10(v)(v)(v) Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2022).*

10-Q 001-04423 10(v)(v)(v) March 1, 2023

10(w)(w)(w) Form of Grant Agreement for grants of non-qualified stock options (for use from November 1, 2022).*

10-Q 001-04423 10(w)(w)(w) March 1, 2023

10(x)(x)(x) Form of Retention Grant Agreement for grants of non-qualified stock options (for use from November 1, 2022).*

10-Q 001-04423 10(x)(x)(x) March 1, 2023

10(y)(y)(y) Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2022).*

10-Q 001-04423 10(y)(y)(y) March 1, 2023

10(z)(z)(z) Form of Grant Agreement for grants of performance-contingent non-qualified stock options (for use from November 1, 2022).*

10-Q 001-04423 10(z)(z)(z) March 1, 2023

Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

10(a)(a)(a)(a) Second Amendment to Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective February 28, 2020, for Performance-Contingent Stock Options generally granted on or after December 7, 2022.*

10-Q 001-04423 10(a)(a)(a)(a) March 1, 2023

10(b)(b)(b)(b) Form of Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

10-Q 001-04423 10(b)(b)(b)(b) March 1, 2023

10(c)(c)(c)(c) Form of Retention Grant Agreement for grants of restricted stock units (for Plantronics, Inc.

10-Q 001-04423 10(c)(c)(c)(c) March 1, 2023

10(d)(d)(d)(d) 2023 Amendment to the HP Inc.

Cash Account Restoration Plan.*

10-Q 001-04423 10(d)(d)(d)(d) May 31, 2023

10(e)(e)(e)(e) Third Amendment to the HP Inc.

Excess Benefit Plan.*

10-Q 001-04423 10(e)(e)(e)(e) May 31, 2023

21 Subsidiaries of the Registrant as of October 31, 202 3 .

1 unchanged sentence

24 Power of Attorney (included on the signature page)

31.1 Certification of Chief Executive Offic er pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amend ed .

31.1 Certification of Chief Executive Offic er pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended .

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

1 unchanged sentence

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit(s) Filing Date

Mandatory Covered Compensation Recovery Policy.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.†

29 unchanged sentences

/s/ AIDA ALVAREZ Director December 15, 2023

/s/ SHUMEET BANERJI Director December 6, 2022

Shumeet Banerji

/s/ ROBERT R.

12 unchanged sentences

CLEMMER Director December 15, 2023

/s/ DAVID MELINE Director December 15, 2023

/s/ JUDITH MISCIK Director December 15, 2023

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures